MERCHANDISING AGREEMENT

AGREEMENT made XXXXXXXXXX between XXXXXXXXXX ("Licensor") and

XXXXXXXXXX ("Licensee") with respect to certain merchandising rights in the motion
picture entitled: XXXXXXXXXX (the "Picture").

1.LICENSE:

(a) Grant of License: Licensor grants to Licensee for the term of this Agreement, subject
to the terms and conditions herein contained, and Licensee hereby accepts, the exclusive
right, license and privilege to utilize the names, characters, artists' portrayal of characters,
likenesses and visual representations as included in Picture (collectively the "Property")
solely and only in connection with the manufacture, advertising, distribution and sale of
the article or articles specified in Schedule "A" attached hereto and by this reference
made a part hereof (such articles being referred to herein as "Licensed Products") under
the terms and conditions stated herein. Licensee agrees that it will not utilize the Property
in any manner not specifically authorized by this Agreement.

(b) Limited Grant: Nothing in this Agreement shall be construed to prevent Licensor
from granting any other licenses for the use of the Property in any manner whatsoever,
except that Licensor agrees that, except as provided herein, it will grant no other licenses
effective during the term of this Agreement, for use in the Licensed Territory of the
Licensed Product(s). Licensor specifically reserves all rights not herein granted,
including, without limitation, premium rights. For purposes of this Agreement, premium
rights shall mean use of the Property in such manner as to identify it with a particular
product or service other than the Licensed Products. It is clearly understood that the
Licensed Products may not be sold for use, or be used as, premiums, self-liquidators,
containers, or for any secondary use without the prior written consent of the Licensor.

2. TERRITORY: The license hereby granted extends only to the territory described in
Schedule "B," attached hereto and by this reference made a part hereof (hereinafter:
"Licensed Territory"). Licensee agrees that it will not make, or authorize, any use, direct
or indirect, of the Licensed Products or Property in any other area, and that it will not
knowingly sell articles covered by this Agreement to persons who intend or are likely to
resell them in any other area, to the extent this prohibition is permitted by law.

3. LICENSE PERIOD (THE "TERM"): The License granted hereunder shall be effective
and terminate as of the dates specified in Schedule "C," attached hereto and by this
reference made a part hereof unless sooner terminated in accordance with the terms and
conditions hereof.

4. EXCLUSION: Anything in this Agreement to the contrary notwithstanding, Licensee's

rights hereunder shall not include the right to, and Licensee hereby warrants that it will
not, use the Property for any endorsement, including but not limited to the Licensed
Product(s).
5. PAYMENT:

(a) Guaranteed Minimum Compensation: Licensee shall pay to Licensor, as Guaranteed

Minimum Compensation under this Agreement, not less than the minimum amount
specified for the respective period of time set forth in Schedule "D" (attached hereto and
by this reference made a part hereof) and such Guaranteed Minimum Compensation shall
be paid in a manner and at the time specified in said Schedule "D."

(b) Percentage Compensation: Licensee agrees to pay Licensor a sum equal to the
percentage specified in Schedule "E" in connection with the distribution of any units of
the Licensed Products covered by this Agreement (hereinafter "Percentage
Compensation") whether to third parties, to its affiliated, associated or subsidiary
companies or otherwise, whether or not billed. A Percentage Compensation shall also be
paid by Licensee to Licensor on all Licensed Products distributed by Licensee to any of
its affiliated, associated or subsidiary companies. The amount payable to Licensor under
this sub-clause 5(b) shall be reduced by the amount of any advance paid to Licensor
pursuant to Schedule "B."

6. PERIODIC STATEMENTS: Within thirty (30) days after the initial shipment of the
Licensed Products covered by this Agreement, and on the tenth day of each month
thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified
to be accurate by Licensee, showing the number, description and sales price of the
Licensed Products distributed and or sold by Licensee during the preceding month,
including a statement of any returns made during the preceding month. Such statements
shall be furnished to Licensor whether or not any of the Licensed Products have been
sold during the month for which such statements are due. Percentage Compensation as
provided in Schedule "E" shall be payable by the Licensee simultaneously with the
rendering of statements. Receipt or acceptance by Licensor of the statements furnished
pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor
from questioning the correctness thereof at any time, and if any inconsistencies or
mistakes are discovered in such statements or payments, they shall immediately be
rectified and the appropriate payments made by Licensee. Time is of the essence with
respect to all payments hereunder.

7. BOOKS AND RECORDS: Licensee agrees to keep accurate books of account and
records covering all transactions relating to the License hereby granted and Licensor and
its duly authorized representatives shall have the right upon reasonable advance notice to
an examination of said books of account and records and of all other documents and
material, whether in the possession or under the control of Licensee or otherwise, with
respect to the subject matter and the terms of this Agreement and shall have free and full
access thereto for said purpose of making extracts and or copies therefrom. All books of
account and records shall be kept available for at least two (2) years after the expiration
or termination of this License, and Licensee agrees to permit inspection thereof by
Licensor during such two (2) year period as well. The receipt or acceptance by Licensor
of any of the statements furnished pursuant to this Agreement or of any Percentage
Compensation paid hereunder (or the cashing of any checks paid hereunder) shall not
preclude Licensor from questioning the correctness thereof at any time prior to the date
two (2) years after the conclusion of the term of this Agreement, and if any
inconsistencies or mistakes are discovered in such statements or payments, they shall
immediately be rectified and the appropriate payments made by Licensee. Payment shall
be made in United States funds. Domestic taxes payable in the Licensed Territory shall
be Licensee's responsibility. If any such examination shows an under reporting and or
payment in excess of five percent (5%) of the total amount reported and or paid for any
twelve (12) month period and if that underpayment is acknowledged by Licensee or is
affirmed by litigation or arbitration, then Licensee shall pay the costs of such examination
and or litigation, including, without limitation, attorneys' fees with respect thereto.

8. COPYRIGHT AND TRADEMARK NOTICES:

(a) Copyright and Trademark Notices: Licensee shall cause to be imprinted irremovably
and legibly on all Licensed Products and on at least the principal face of all packaging,
enclosure materials and advertising materials for the Licensed Products the complete
copyright notice: © (name of copyright owner date of copyright) (The year of the
copyright notice shall be the year in which the latest revision of the respective Licensed
Products, packaging, enclosure or advertising is first placed on sale, sold or publicly
distributed by the Licensee under the authority from Licensor).

Licensee shall also cause to be imprinted irremovably and legibly on all Licensed
Products and on at least the principal face of all packaging, enclosure materials and
advertising materials for the Licensed Products the appropriate trademark notice, either
"TM" or "R" as Licensor shall determine, and shall affix the notice as specified by
Licensor.

(b) Copyright Samples, Approval and Registration:

(i) Prior to the production of any particular Licensed Product or of any

packaging, enclosure, promotion and advertising therefor, Licensee shall
deliver, at Licensee's expense to Licensor the following;
(a) a complete set of art work and sketches and actual samples, if
available of the applicable Licensed Product;

(b) its packaging, enclosures, promotional materials and

advertising; for Licensor's written approval of the copyright and
trademark form and of the manner and style of use of the Property.
Once Licensor approves the trademark or copyright notice,
Licensee will not deviate from the Licensor-approved notice.
Licensee shall make such deliveries to Licensor each time a new
Licensed Product, packaging, enclosure, promotion or advertising
is to be produced. Public sale and distribution will not be made
until Licensor's approval pursuant to this Subclause 8(b) is
received.
 (ii) Promptly after the first public sale or distribution, Licensee shall
deliver, at Licensee's expense, five (5) complete prototypes of each
Licensed Product, packaging, enclosure, promotion and advertising for
copyright and trademark registration at Licensor's discretion and expense;
however, Licensor has no obligation to obtain such registration(s).
Licensee will advise Licensor in writing of the date of first public sale and
distribution. Copyrights and trademarks in all such material shall be
owned by Licensor.
9. LICENSOR'S APPROVAL OF LICENSED PRODUCTS, ADVERTISING,
CONTAINERS, MATERIALS: The quality and style of the Licensed Products as well as
any carton, container, packing or wrapping material shall be subject to the express written
approval of Licensor prior to distribution and sale thereof. Each and every tag, label,
imprint or other device used in connection with any Licensed Products and all
advertising, promotional or display material bearing the Property and or Licensed
Products shall be submitted by Licensee to Licensor for express written approval prior to
use by Licensee. Such approval may be granted or withheld as Licensor in its sole
discretion may determine. Licensee shall, before selling or distributing any of the
Licensed Products, furnish to Licensor free of cost, for its express written approval, three
(3) prototype samples of (a) each Licensed Product, (b) each type of carton, container,
packing and wrapping material used with each Licensed Product, (c) each and every tag,
label, imprint or other device used in connection with any Licensed Product, and (d) all
advertising, story board, script, promotional or display material bearing the Property and
or Licensed Products.

Said samples shall be sent to Licensor by means permitting certification of receipt at the
mailing address stated in the notice clause herein. Failure by Licensor to approve in
writing any of the samples furnished to Licensor within two weeks from the date of
submission thereof shall be deemed approval thereof. After samples have been approved
pursuant to this clause, Licensee shall not depart therefrom in any respect without the
express prior written approval of Licensor. The prototypes shall conform to the
requirements of Clause 8.

10. PROTECTION OF LICENSOR'S RIGHTS AND INTERESTS: Licensor and

Licensee agree that Licensee's utilization of the Property upon or in connection with the
manufacture, distribution and sale of the Licensed Products is conditioned upon
Licensor's protection of its rights and obtaining the goodwill resulting from such use.
Licensee agrees to protect Licensor's rights and goodwill as set forth hereinbelow and
elsewhere in this Agreement.

(a) Good Will and Protection:

(i) Licensee recognizes the great value of the publicity and goodwill
associated with the Property and, in such connection, acknowledges that
such goodwill exclusively belongs to Licensor and that the Property has
acquired a secondary meaning in the mind of the purchasing public.
Licensee further acknowledges that all rights in any additional material,
 new versions, translations, rearrangements, or other changes in the
Property which may be created by or for Licensee, shall be and will
remain the exclusive property of Licensor and the same shall be and will
remain a part of the Property under the terms and conditions of this
Agreement.

(ii) Licensee shall assist Licensor and or Licensor's authorized agents to all
reasonable extent requested by Licensor in obtaining and maintaining in
Licensor's name any and all available protection of Licensor's rights in and
to the Property; specifically, Licensee agrees to sign documents, give
testimony, provide exhibits, provide facts and otherwise cooperate with
Licensor and its agents in obtaining registrations, assignments, certificates
and the like evidencing Licensor's rights in the Property. Pursuant to the
foregoing, Licensee shall assign over to Licensor, at Licensor's request,
formal and absolute title subject to the License granted herein, to any
protectable new version, variation, revision, arrangement of compilation
of the Property, ownership of which shall be absolute in Licensor.

(iii) Licensor may, if it so desires, and in its reasonable discretion,

commence or prosecute any claims or suits against infringement of its
right in the Property and may, if it so desires, join Licensee as a party in
such suit. Licensee shall notify Licensor in writing of any activities which
Licensee believes to be infringements or utilization by others of the
Property or articles of the same general class as the Licensed Products, or
otherwise. Licensor shall have the sole right to determine whether or not
any action shall be undertaken as a result of such activity and shall have
sole discretion in the accommodation or settlement of any controversies
relating thereto. Licensee shall not institute any suit or take any action
with respect to any such infringement or imitation without first obtaining
the written consent of Licensor to do so.

(b) Indemnification By Licensee: For purposes of this Subclause 10(b) "Indemnified

Parties" refer to Licensor, and (______________________________), their parents,
subsidiaries and affiliates, and co-producers and co-venturers of Licensor and
(______________________________) and the performers and other personnel in or
associated with the Property and Licensees of rights relating to the Property, and the
person or firm whose rights are being licensed hereunder and, where applicable, sponsors
of the Property and their respective advertising agencies, and officers, directors,
employees and agents of each of the foregoing and all persons connected with and or
employed by them and each of them.

Except for the rights licensed hereunder by Licensor to Licensee, Licensee hereby
indemnifies and shall hold harmless the Indemnified Parties and each of them from and
against the costs and expenses of any and all claims, demands, causes of action and
judgments arising out of the unauthorized use of any patent, process, method or device or
out of infringement of any copyright, trade name, patent or libel or invasion of the right
of privacy, publicity, or other property fight, or failure to perform, or any defect in or use
of the Licensed Products, the infringement or breach of any other personal or property
right of any person, firm or corporation by Licensee, its officers, employees, agents or
anyone, directly or indirectly, acting by, through, on behalf of, pursuant to contractual or
any other relationship with Licensee in connection with the preparation, manufacture,
distribution, advertising, promotion and or sale of the Licensed Products and or any
material relating thereto and or naming or referring to any performers, personnel, marks
and or elements. With respect to the foregoing indemnity, Licensee shall defend and hold
harmless Indemnified Parties and each of them at no cost or expense to them whatsoever,
including but not limited to attorneys' fees and court costs. Licensor shall have the right
but not the obligation to defend any such action or proceeding with attorneys of its own
selection.

(c) Product Liability Insurance: Licensee shall obtain and maintain at its sole cost and
expense throughout the term standard Product Liability Insurance, the form of which
must be acceptable to Licensor, from a qualified insurance company licensed to do
business in the State of XXXXXXXXXX naming Licensor and each and all the
Indemnified Parties described in Subclause 10(b) above, as additional named insureds,
which policy shall provide protection against any and all claims, demands and causes of
action arising out of any defects or failures to perform, alleged or otherwise, in the
Licensed Products or any material used in connection therewith or any use thereof. The
amount of coverage shall be a minimum of One Million Dollars ($1,000,000) combined
single limit for each single occurrence for bodily injury and One Hundred Thousand
Dollars ($100,000) for property damage. The policy shall provide for thirty (30) days'
notice to Licensee and Licensor from the insurer by Registered Mail, return receipt
requested, in the event of any modification, cancellation or termination. Licensee agrees
to furnish Licensor a certified copy of the policy providing such coverage within thirty
(30) days after the date of this Agreement and in no event shall Licensee manufacture,
distribute or sell the Licensed Products prior to receipt by Licensor of such evidence of
insurance.

(d) Advertiser's Liability Insurance: Licensee shall obtain and maintain at its sole cost
and expense throughout the term standard Advertiser's Liability Insurance, the form of
which must be acceptable to Licensor, from a qualified insurance company licensed to do
business in the State of XXXXXXXXXX naming Licensor and each and all of the
Indemnified Parties described in Subclause 10(b) above as additional named insureds.
The amount and coverage shall be a minimum of Five Hundred Thousand Dollars/One
Million Dollars ($500,000/$1,000,000). The policy shall provide for thirty (30) days'
notice to Licensee and Licensor from the insurer by Registered Mail, return receipt
requested, in the event of any modification, cancellation or termination. Licensee agrees
to furnish Licensor a certified copy of the policy providing such coverage within thirty
(30) days after the date of this Agreement and in no event shall Licensee manufacture,
distribute or sell the Licensed Products prior to receipt by Licensor of such evidence of
insurance.
(e) No Licensor Warranty: Licensor makes no warranty or representation as to the
amount of gross sales or net sales or profits Licensee will derive hereunder. Licensor
makes no warranty or representation concerning the quality of the Property or that
production of the Property will be completed or that the Property will be released.
Licensor shall not be under any obligation whatsoever to continue the distribution of the
Property or to continue to use any element of the Property. If the Property is not
completed, and release thereof not commenced in the United States within one (1) year
after the date of this Agreement, by reason of fire, earthquake, labor dispute, lockout,
strike, act of God or public enemy, any local, state, federal, national or international law,
governmental order or regulation, or any other cause beyond Licensor's control, including
but not limited to the death, illness or incapacity of the director or of any principal
member of the cast of the Property, this Agreement shall terminate at the expiration of
said one (1) year period and Licensor's only liability shall be to return to Licensee the
unrecouped portion, if any, of the Guaranteed Minimum Compensation theretofore paid
by Licensee to Licensor after the expiration of said one (1) year period, in which event
Licensor shall make said refund within thirty (30) days after receiving said demand.

11. SPECIFIC UNDERTAKINGS OF THE PARTIES:

(a) Licensor warrants, represents and agrees that:

(1) It has certain ownership rights in and has the right to grant licenses to
utilize the names (including the name of the Picture), characters, artists'
portrayal of characters, likenesses and visual representations as included in
the Picture and to grant the rights to the Property granted Licensee in this
agreement.
(b) Licensee warrants, represents and agrees that:
(1) It will not dispute the title of Licensor in and to the Property or any
copyright or trademark pertaining thereto, nor will it attack the validity of
the License granted hereunder.

(2) It will not harm, misuse or bring into dispute the Property or any part
thereof;

(3) It will manufacture, sell and distribute the Licensed Products in an

ethical manner and in accordance with the terms and intent of this
Agreement;

(4) It will not incur any costs chargeable to Licensor;

(5) It will not enter into any sublicense or agency agreement for the sale or
distribution of the Licensed Products;

(6) It will not enter into any agreement relating to the Property for
commercial tie-ups or promotions, or otherwise with any person or entity
engaged, in whole or in part, in the production of motion pictures or
television without the prior written consent of Licensor. Licensee's
advertising on television is not subject to the provisions of this subclause;

(7) It will manufacture, sell and distribute Licensed Products of a high

standard and of such quality, style and appearance as shall be reasonably
adequate and suited to their exploitation to the best advantage and to the
protection and enhancement of the Property and the good will pertaining
thereto; that such articles will be manufactured, packaged, sold and
distributed and advertised in accordance with all applicable (whether
national, federal, state, provincial or local) laws: and that the policy of
sale, distribution and or exploitation by Licensee shall be of high standard
and at the best advantage of the Property and that the same shall in no
manner reflect adversely upon the good name of Licensor, or the Property;

(8) It will diligently and continuously solicit sales of the Licensed

Products and actively offer the Licensed Products for sale, and make
distribution in order to meet orders for the articles covered by this
Agreement;

(9) It will sell and distribute the articles covered by this Agreement
outright at a competitive price and not for more than the price generally
and customarily charged the trade by Licensee, and only to the public by
direct mail order sales, to jobbers, wholesalers and distributors for sale and
distribution to retail stores and merchants, and to retail stores and
merchants for sale and distribution direct to the public. Licensee shall not,
without prior written consent of Licensor, sell or distribute such article to
jobbers, wholesalers, distributors, retail stores or merchants whose sales or
distribution are or will be made for publicity or promotional tie-up
purposes, premiums, giveaways or similar methods of merchandising. If
any sale is made at a special price to any of Licensee's parents, affiliates or
subsidiaries or to any other person, firm or corporation related in any
manner to Licensee or its officers, directors or major stockholders, a
Percentage Compensation shall be paid on such sale based upon the price
generally charged the trade by Licensee.

Notwithstanding anything to the contrary contained herein, Licensed

Products may only be sold through required distribution channels for
ultimate use by the consumer and may not be sold in quantity or otherwise
for any distribution method or device not contemplated by this Agreement.

(10) It will not grant exclusivity to any purchaser without the written
consent of Licensor. In addition, Licensee will not require any purchaser
to purchase assortments containing merchandise other than that licensed
hereunder in order to obtain the articles which are the subject of this
License.
 (11) It will coordinate the release, promotion, and distribution and sales
activities for the Licensed Products with the release of the Property in such
manner as Licensor shall request.

12. TERMINATION:

(a) If Licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in

bankruptcy is filed against Licensor or if Licensee becomes insolvent or makes an
assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy
law or if Licensee discontinues its business or if a receiver is appointed for it or its
business, the License granted hereunder, without notice, shall terminate automatically
(upon the occurrence of any such event).

(b) If Licensee shall violate any of its obligations or conditions under the terms of this
Agreement, Licensor shall have the right to terminate the License herein granted upon
fourteen days' notice in writing, and such notice of termination shall become effective,
unless Licensee shall completely remedy the violation and satisfy Licensor that such
violation has been remedied within the fourteen day period.

(c) If the License granted hereunder is terminated in accordance with the provisions of
Sub clauses 12(a) or 12(b), all compensation theretofore accrued shall become due and
payable immediately to Licensor, and Licensor shall not be obligated to reimburse
Licensee for any payment theretofore paid by Licensee to Licensor.

13. FINAL STATEMENT UPON TERMINATION OR EXPIRATION: As soon as

practical after termination or expiration of this Agreement, but in no event more than 30
days thereafter, Licensee shall deliver to Licensor a statement indicating the number and
description of Licensed Products which Licensee has on hand (or in process of
manufacture) as of (a) sixty (60) days prior to the end of the Term of this Agreement, or
(b) fourteen days after receipt from Licensor of a notice terminating this Agreement (in
the event no such notice was given, fourteen days after the occurrence of any event which
terminates this Agreement) whichever shall be applicable.

14. DISPOSAL OF STOCK UPON EXPIRATION: Upon expiration of the term of this
Agreement, Licensee shall have the right, pursuant to the provisions hereof, to dispose of
all Licensed Products, theretofore manufactured at the time of the expiration of the
License granted hereunder, for a period of 90 days after the date of such expiration
subject to the condition that Licensee pays to Licensor all compensation accrued to such
time and delivers to Licensor a report in the form required by Clause 6 above to such
time. Notwithstanding anything to the contrary contained herein, Licensee shall not sell
or dispose of any Licensed Products if this Agreement was terminated for any cause set
forth in Clause 12 above.

15. EFFECT OF TERMINATION OR EXPIRATION: Upon expiration of the License

granted hereunder or the earlier termination thereof, all rights granted to Licensee
hereunder shall forthwith revert to Licensor, and Licensee thereafter, directly or
indirectly, shall not use or refer to, except as provided in Clause 14, above, the Property
or any name, character, trademark or designation which in Licensor's reasonable opinion
is similar to the Property, in connection with the manufacture, sale or distribution of
products of the Licensee. Licensee shall upon the expiration or termination turn over to
Licensor all molds and other materials which reproduce the Licensed Products, or give
Licensor satisfactory evidence of their destruction.

Licensee hereby agrees that at the expiration or termination of this Agreement for any
reason, Licensee will be deemed automatically to have assigned, transferred and
conveyed to Licensor any and all copyrights, trademark or service mark rights, goodwill
or other right, title or interest in and to the merchandising of the Property which may
have been obtained by Licensee or which may have vested in Licensee in pursuance of
any endeavors covered hereby. Licensee will execute, and hereby irrevocably appoints
Licensor its attorney-in-fact (acknowledging that such power is coupled with an interest)
to execute, if Licensee fails or refuses to do so, any instruments requested by Licensor to
accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall
be without consideration other than the mutual covenants and considerations of this
Agreement. Also, upon expiration or termination of this Agreement, Licensor shall be
free to license to others the right to use the Property in connection with the manufacture,
sale and distribution of the Licensed Products,

16. REMEDIES OF LICENSOR:

(a) Licensee acknowledges that the failure of the Licensee to cease the manufacture, sale
or distribution of Licensed Products except as herein permitted upon the expiration or
earlier termination of the License granted hereunder or the failure of Licensee to fulfill its
obligations specified in Clauses 4, 5, 6, 8, 9, 10, and 11, will result in immediate and
irremediable damage to Licensor and to the rights of any other licensee of the Property.
Licensee acknowledges that Licensor has no adequate remedy at law for any such failure
referred to or referenced to in this Clause and in the event of any such failure, Licensor
shall be entitled to equitable relief by way of temporary and permanent injunctions, in
addition to such other further relief as any court of competent jurisdiction may deem just
and proper.

(b) If Licensor uses any remedy afforded by this Clause, Licensor shall not be deemed to
have elected its remedy or to have waived any other rights or remedies available to it
under this Agreement, or otherwise.

17. FORCE MAJEURE: Licensee shall be released from its obligations hereunder in the
event that governmental regulations or conditions arising out of a state of national
emergency or war, or causes beyond the control of Licensee render performance by
Licensee hereunder impossible. The release of obligations under this Clause shall be
limited to a delay in time for Licensee to meet its obligations for a period not to exceed
three (3) months, and if there is any failure to meet such obligations after that period,
Licensor shall have the absolute right to terminate this Agreement upon fourteen days'
notice in writing. Such notice of termination shall become effective if Licensor does not
completely remedy the violation within the same fourteen day period and satisfy Licensor
that such failure has been remedied.

18. RESERVATION OF RIGHTS. Licensor reserves all rights pertaining to the Property,
except as specifically granted herein to Licensee.

19 NOTICES:

(a) All notices to be given to Licensor hereunder and all statements and payments to be
sent to Licensor hereunder shall be addressed to Licensor at (address of Licensor) or at
such other address as Licensor shall designate in writing from time to time. Licensee
shall send a courtesy copy of each notice hereunder to Licensor's attorney,
XXXXXXXXXX. All notices to be given to Licensee hereunder shall be addressed to it
at XXXXXXXXXX, or at such other address as Licensee shall designate in writing from
time to time. Licensor shall send a courtesy copy of each notice hereunder to Licensee's
attorney, XXXXXXXXXX. All notices shall be in writing and shall either be served by
Certified or Registered Mail Return Receipt Requested, or telegraph, all charges prepaid.
Except as provided herein, such notices shall be deemed given when mailed or delivered
to a telegraph office, all charges prepaid, except that notices of change of address shall be
effective only after the actual receipt thereof.

(b) Submission: All submissions pursuant to Clauses 8 and 9 shall be forwarded by

personal delivery or mail, all charges prepaid by Licensee pursuant to the provisions of
Subclause 19(a) above.

20. WAIVER, MODIFICATION, ETC.: No waiver, modification or cancellation of any

term or condition of this Agreement shall be effective unless executed in writing by the
party charged therewith. No written waiver shall excuse the performance of any act other
than those specifically referred to therein. Licensor makes no warranties to Licensee
except those specifically expressed herein.

21. NO PARTNERSHIP, ETC.: This Agreement does not constitute and shall not be
construed as constituting an agency, a partnership or joint venture between Licensor and
Licensee. Neither party hereto shall hold itself out contrary to the terms of this Clause,
and neither Licensor nor Licensee shall become liable for any representation, act or
omission of the other contrary to the provisions hereof. This contract shall not be deemed
to give any right or remedy to any third party whatsoever unless said right or remedy is
specifically granted by Licensor in writing to such third party.

22. NON-ASSIGNABILITY: The license granted hereunder is and shall be personal to

Licensee, and shall not be assignable by any act of Licensee or by operation of law.
Licensee shall not have Licensed Products manufactured for Licensee by a third party
unless Licensee first obtains Licensor's approval in writing and unless the third party
enters into an agreement with Licensor not to supply Licensed Products to anyone other
than Licensee. Any attempt by Licensee to grant sub-licenses or to assign or part with
possession or control of the License granted hereunder or any of Licensee's rights
hereunder shall constitute a material breach of this Agreement. Licensor shall have the
right to assign this Agreement, in which event Licensor shall be relieved of any and all
obligations hereunder, provided such assignee shall assume this Agreement and all rights
and obligations hereunder in writing.

23. GOVERNING LAW: This Agreement shall be deemed to have been made in, and
shall be construed in accordance with the laws of the State of XXXXXXXXXX, and its
validity, construction, interpretation and legal effect shall be governed by the laws of the
State of XXXXXXXXXX applicable to contracts entered into and performed entirely
therein.

24. HEADINGS: The headings used in connection with the clauses and subclauses of this
Agreement are inserted only for the purpose of reference. Such headings shall not be
deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or
intent of the provisions of this Agreement or any part thereof, nor shall such headings
otherwise be given any legal effect.

25. ENTIRE AGREEMENT: This Agreement sets forth the entire understanding of the
parties hereto relating to the subject matter hereof. No modification, amendment, waiver,
termination or discharge of this Agreement, or of any of the terns or provisions hereof
shall be binding upon either party hereto unless confirmed by a written instrument signed
by Licensee and Licensor. No waiver by Licensor or Licensee of any term or provision of
this contract or of any default here under shall affect the other's respective rights
thereafter to enforce such term or provision or to exercise any right or remedy in the
event of any other default whether or not similar.

26. SEVERABILITY: If any provision of this Agreement shall be held void, voidable,
invalid, or inoperative, no other provision of this Agreement shall be affected as a result
thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full
force and effect as though such void, voidable, invalid, or inoperative provision had not
been contained herein.

27. RIGHTS AND REMEDIES CUMULATIVE: Except as otherwise provided in this

contract, all rights and remedies herein or otherwise shall be cumulative and none of
them shall be in limitation of any other right or remedy.

28. EXECUTION OF AGREEMENT: This contract shall not be effective until signed by
a duly authorized officer of Licensee and countersigned by a duly authorized officer of
Licensor.

29. SPECIFIC ARRANGEMENT: If there is any specific arrangement between the

parties, such specific situation shall be embodied in Schedule "F", attached hereto and by
this reference made a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have signed this Agreements of the day and
year first above written.
AGREED TO AND ACCEPTED:

LICENSOR:

________________________

By:_____________________

LICENSEE:

________________________

By:_____________________

SCHEDULES ANNEXED TO LICENSE AGREEMENT BETWEEN XXXXXXXXXX

and XXXXXXXXXX dated XXXXXXXXXX.

Schedule "A" LICENSED PRODUCTS.

Schedule "B" LICENSED TERRITORY.

Schedule "C" LICENSE PERIOD:

Effective commencement date: XXXXXXXXXX

Termination date: XXXXXXXXXX

Schedule "D" GUARANTEED MINIMUM COMPENSATION:

The Guaranteed Minimum Compensation under this Agreement shall be $$$$$$$$$$$

dollars payable upon execution of this Agreement. Such payment shall be an advance
against the Percentage Compensation attributable to gross sales made by Licensee during
the period for which the Guaranteed Minimum Compensation is due. The payment of
Guaranteed Minimum Compensation shall be non-refundable.

Schedule "E" PERCENTAGE COMPENSATION:

The Percentage Compensation under this Agreement shall be XXXXXXXXXX of the

current wholesale price of the Licensed Products based on one hundred percent (100%)
of the articles sold.

Schedule "F" SPECIAL ARRANGEMENT.

APPROVED:

____________________
By:_________________

LICENSEE:

_____________________

By:__________________